grc_8k-ex10x1.htm


    Exhibit
10.1


     

    SUBSCRIPTION
AGREEMENT

    FOR

    COMMON
STOCK

     

    This Subscription Agreement for Common
Stock (“Agreement”) is
entered into this 17th day of December 2009 between GOLD RESOURCE CORPORATION
("Company"), a
corporation incorporated under the laws of the State of Colorado, and HOCHSCHILD MINING HOLDINGS
LIMITED (“Hochschild”), a private
limited company organized under the laws of England and Wales.  The
Company and Hochschild may hereinafter be referred to as the “Parties” or
individually as a “Party”.

     

    RECITALS

     

    WHEREAS, on December 5, 2008, the
Parties entered into a Strategic Alliance Agreement providing, among other
things, a right of first refusal in favor of Hochschild to provide additional
equity financing to the Company in circumstances described therein;
and

     

    WHEREAS,
the Company determined to solicit additional equity financing and Hochschild has
elected to exercise its right of first refusal and provide such financing to the
Company; and

     

    WHEREAS,
the Board of Directors of the Company (“Board of Directors”) has
authorized the Company to enter into this Agreement and the parties wish to
memorialize the terms and conditions of their agreement; and

     

    WHEREAS,
certain capitalized terms used in this Agreement are defined in Article I
hereof.

     

    NOW, THEREFORE, in consideration of the
foregoing recitals, which shall be considered an integral part of this
Agreement, the mutual conditions, covenants and agreements hereinafter set
forth, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by both Parties, the Parties hereby agree as
follows:

     

    ARTICLE
1

    DEFINITIONS

     

    
      
        	
                Definitions. 

              	
                In
      this Agreement, unless the context otherwise
  requires:

              


      

       

    

    “Affiliate” shall have the
meaning ascribed thereto in the Securities Act;

     

    “Agreement” means this
subscription agreement including the Schedules attached hereto and any
instrument amending this Agreement and “hereof”, “hereto”, “hereunder” and similar
expressions mean and refer to this Agreement and not to a particular Article,
Section, Subsection or Paragraph;

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Audited Financial Statements”
means the comparative audited consolidated financial statements of the Company
for the years ended December 31, 2008 and December 31, 2007;

     

    “Authority” and “Authorities” means any (i)
multinational, federal, provincial, state, regional, municipal, local or other
government, governmental or public department, securities commission (including
the Securities Commissions), central bank, court, tribunal, arbitral body,
commission, board, bureau or agency, domestic or foreign, (ii) any subdivision,
agent, commission, board, or authority of any of the foregoing, or (iii) any
quasi-governmental or private body exercising any regulatory, expropriation or
taxing authority under or for the account of any of the foregoing, and includes
a stock exchange and any other self-regulatory authority;

     

    “Board of Directors” means the
board of directors of the Company;

     

    “Business Day” means any day
which is not a Saturday, a Sunday or a day on which banks are generally closed
for business in Denver, Colorado or London, England;

     

    “Claims” means all losses,
damages, expenses, Liabilities, claims and demands of whatever nature or kind,
including all reasonable legal fees and disbursements;

     

    “Closing” means the completion
of the issue and delivery by the Company and the acquisition by Hochschild of
the Purchased Shares pursuant to this Agreement;

     

    “Closing Date” has the meaning
given to it in Section 2.5;

     

    “Company” has the meaning given
to it in the preamble hereto;

     

    “Company Indemnities” has the
meaning given to it in Section 9.2;

     

    “Contracts” means all
agreements, arrangements, understandings, commitments and undertakings (whether
written, electronic or oral), to which a Person is a party or a beneficiary or
pursuant to which any of its property or assets are or may be
affected;

     

    “Convertible Securities” with
respect to a corporation or other person, means all Warrants, rights, agreements
or options, present or future, contingent or absolute, or any right or privilege
capable of becoming a right, agreement or option, for the purchase, subscription
or issuance of any shares in the capital of such corporation or other person or
any other security convertible or exchangeable for shares in the capital of such
corporation or other person, including options granted to officers, directors or
employees, whether issued pursuant to an established plan or
otherwise;

     

     

     

    2

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Debt Instrument” means any
loan, bond, debenture, promissory note or other instrument evidencing material
indebtedness for borrowed money or other material liability;

     

    “Eligible Expenses” has the
meaning given to it in Section 2.6;

     

    “Environmental Laws” means
federal, state, municipal or local Laws and Permits relating to environmental,
health or safety matters;

     

    “Existing Properties” means
the properties, including but not limited to (i) El Aguila (including the
La Arista deposit),
(ii) Las Margaritas,
(iii) Solaga, (iv)
El Rey and (v) Alta Gracia, each located in
Oaxaca, Mexico, over which the Company holds interests;

     

    “Hochschild Indemnitees” has the meaning
given to it in Section 9.1;

     

    “Laws” means any and all
applicable (i) laws, constitutions, treaties, statutes, codes, ordinances,
orders, decrees, rules, regulations and municipal by-laws, (ii) judicial,
arbitral, administrative, ministerial, departmental or regulatory judgments or
orders of any Authorities, and (iii) policies, guidelines and
protocols;

     

    “Liabilities” means, with
respect to any Person, any liability or obligation of such Person of any kind,
character or description, whether known or unknown, absolute or contingent,
accrued or unaccrued, disputed or undisputed, liquidated or unliquidated,
secured or unsecured, joint or several, due or to become due;

     

    “Lien” means any mortgage,
easement, encroachment, adverse claim, and assignment by way of security,
security interest, servitude, pledge, charge, lien, assignment, hypothecation,
conditional sale agreement, title retention, preferential right, trust
arrangement, right of set-off, counterclaim or banker’s lien, financing
statement, privilege or priority, or other encumbrance of any kind having the
effect of security, any designation of loss payees or beneficiaries or any
similar arrangement under or with respect to any insurance policy or any
preference of one creditor over another arising by operation of
law;

     

    “Material Adverse Effect” means
in respect of any Person, individually or together with other adverse effects,
any matter or action that has an effect that is, or would reasonably be expected
to be, material and adverse to (A) the assets, liabilities, results of
operations, capitalization or business condition (financial or otherwise) or
prospects of such Person and its subsidiaries, taken as a whole, or (B) such
Person’s ability to consummate the transactions contemplated by this
Agreement;

     

     “Options” means outstanding
options to acquire Shares of the Company under the Stock Option
Plan;

     

    “Parties” means the Company and
Hochschild, collectively, and “Party” means any one of
them;

     

     

     

    3

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Permits” means all permits,
consents, waivers, licenses, certificates, approvals, authorizations,
registrations, franchises, rights, privileges, quotas and exemptions, or any
item with a similar effect, issued or granted by any Authority;

     

    “Person” means an individual,
partnership, unincorporated association, organization, syndicate, corporation or
trust or a trustee, executor, administrator or other legal or personal
representative;

     

    “Purchase Price” means US$8.185 per
share for a total
of US $15,999,997.10;

     

    “Purchased Shares” means the
number of Shares subscribed for by Hochschild under Section 2.1 of this
Agreement;

     

    “Regulatory Approvals” means
those authorizations, sanctions, rulings, consents, orders, waivers, exemptions,
licenses, Permits and other approvals (including a lapse, without objection, of
a prescribed time under a statute or regulation that states that a transaction
may be implemented if a prescribed time lapses following the giving of notice
without an objection being made) of corporate bodies or Authorities or third
parties required in connection with the consummation of the subscription for and
issuance of the Purchased Shares;

     

    “Securities Act” shall have the
meaning given to it in Section 2.4;

     

    “Securities Commissions” means
the securities regulator in each jurisdiction whose Securities Laws are
applicable to the Company;

     

    “Securities Laws” means the
Laws relating to securities of the Company and the regulations and rules made
and forms prescribed thereunder together with all applicable published policy
statements, blanket orders, rulings and notices adopted by the Securities
Commissions of each such jurisdiction or applicable in such
jurisdictions;

     

    “Shares” means common shares in
the capital of the Company;

     

    "Strategic Alliance Agreement"
has the meaning assigned to it in the Recitals of this
Agreement;

     

    “Tax Returns” means any return,
declaration, report, schedule, information statement or return with respect to
Taxes required to be filed with an Authority;

     

    “Taxes” means, in respect of a
Person, any and all taxes and related governmental charges (including
assessments, charges, duties, rates, fees, imposts, levies or other governmental
charges and interest, penalties or additions associated therewith) including
U.S. federal, provincial, municipal and local, foreign or other income,
franchise, capital, real property, personal property, tangible, withholding,
payroll, employer health, social security, transfer, sales, use, consumption,
IVA, excise, anti-dumping, stamp, countervail and value added taxes, all other
taxes of any kind for which the Person may have any liability whether disputed
or not and all employment insurance premiums;

     

     

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    “Unaudited Financial
Statements” means the comparative unaudited interim financial statements
of the Company for the periods ended March 31, June 30, and September 30,
2009 and 2008;

     

    “Warrants” means, collectively,
(i) outstanding warrants to acquire Shares in the Company, and “Warrant” means any one of the
foregoing;

     

    “Withdrawal” has the meaning
given to it in Section 2.6; and

     

    “Withdrawal Notice” has the
meaning given to it in Section 2.6.

     

    
      	
               
      

            	
              Interpretation. In this Agreement,
      unless the context otherwise requires, the following rules
      apply:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      use of words in the singular or plural, or with a particular gender, shall
      not limit the scope or exclude the application of any provision of this
      Agreement to such Person or Persons or circumstances as the context
      otherwise permits;

            


    

     

    
      	
               
      

            	
              (b)

            	
              unless
      otherwise specified, time periods within, or following which any payment
      is to be made or act is to be done shall be calculated by excluding the
      day on which the period commences and including the day on which the
      period ends and by extending the period to the next Business Day, if the
      last day of the period is not a Business
Day;

            


    

     

    
      	
               
      

            	
              (c)

            	
              reference
      to legislation or to a provision of legislation includes a modification or
      re-enactment of it, a legislative provision substituted for it and a
      regulation or statutory instrument issued under
  it;

            


    

     

    
      	
               
      

            	
              (d)

            	
              all
      amounts expressed herein in terms of money refer to the lawful currency of
      the United States of America and all payments made hereunder shall be made
      in such currency;

            


    

     

    
      	
               
      

            	
              (e)

            	
              headings
      in this Agreement are for convenience only and shall not affect its
      interpretation; and

            


    

     

    
      	
               
      

            	
              (f)

            	
              references
      to “include”, “includes” or “including” and the like shall be construed,
      in each case, as if followed by the words “but without
      limitation”.

            


    

     

     

    


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    ARTICLE
2

    SUBSCRIPTION

     

    
      	
              2.1  

            	
              Subscription
      for Shares

            


    

     

    Subject
to the terms and conditions of this Agreement, Hochschild hereby subscribes for
and agrees to purchase 1,954,795 Shares (the “Purchased
Shares”).

     

    
      	
              2.2  

            	
              Acceptance

            


    

     

    By its
execution of this Agreement, the Company hereby accepts the subscription by
Hochschild for the Purchased Shares and subject to the terms and conditions of
this Agreement, agrees to issue and sell the Purchased Shares to Hochschild on
the Closing Date.

     

    
      	
              2.3  

            	
              Payment
      of Purchase Price

            


    

    


    On the
Closing Date and subject to the conditions set forth in Section 3.2 below,
Hochschild shall pay to the Company the Purchase Price by wire transfer in
immediately available funds as the Company shall direct in writing.

     

    
      	
              2.4  

            	
              Restricted
      Securities

            


    

     

    Hochschild
hereby acknowledges and agrees that the Purchased Shares have not been and will
not be registered under the United States Securities Act of
1933, as amended (the “Securities Act”), but will be
issued pursuant to an exemption from the registration requirements of the
Securities Act.  As a result, the certificate representing the
Purchased Shares shall bear a restrictive legend and transfer of the Purchased
Shares shall be restricted as hereinafter set forth.

     

    
      	
              2.5  

            	
              Closing

            


    

     

    Closing
of the sale of the Purchased Shares and payment of the Purchase Price shall be
completed at the offices of the Company in Denver, Colorado within 48 hours of
execution of this Agreement, or at such other place, date or time as the Company
and Hochschild may agree (the “Closing Date”).  At
that place and time, and subject to the conditions set forth in Section 3.1
below, the Company shall deliver or cause to be delivered to Hochschild, one or
more certificates representing the Purchased Shares against payment of the
Purchase Price.

     

    
      	
              2.6  

            	
              Reserved
      Proceeds for Underground Mine and Reimbursement for Exploration
      Expenses

            


    

     

    (a)           At
the Closing, $8,000,000 of the Purchase Price (the “Underground Amount”) shall be
paid by wire transfer by Hochschild into a bank account maintained at Wells
Fargo Bank in Denver, Colorado (the “Underground
Account”).  The Underground Account shall be the sole and
exclusive property of the Company, but shall require a signature from a Company
representative and a Hochschild representative for any withdrawals as more fully
described below.

     

     

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    (b)           The
Underground Amount shall be used exclusively for construction of a decline ramp,
drifts and crosscuts, and associated surface facilities to support underground
development and mining at the El Aguila property to
facilitate mining of the La
Arista vein (“Eligible
Expenses”).

     

    (c)           At
any time subsequent to the Closing Date and until such time as the Underground
Amount has been completely expended, the Company may request a withdrawal of
such portion thereof as may be necessary in its discretion for payment or
reimbursement of Eligible Expenses (a “Withdrawal”) by delivering
written notice to Hochschild (“Withdrawal
Notice”).  Such Withdrawal Notice shall be signed by an Officer
of the Company and accompanied by, or supplemented with, such additional
documentation as may be reasonably requested by Hochschild and shall be deemed
delivered to Hochschild on the day it is sent by facsimile as described in
Section 10.1 hereof or sent by electronic delivery to Raymond Jannas, Vice
President Exploration, Hochschild Mining plc.   Upon delivery of
the Withdrawal Notice, Hochschild shall have three business days to authorize and
instruct its representative to provide its signature for the
Withdrawal.  Hochschild may not withhold its approval of any
Withdrawal so long as the request relates to any Eligible Expenses.

     

    (d)           In
addition to the reservation of the Underground Amount, at the Closing $1,500,000
of the Purchase Price will be transferred to the bank account previously
established by the Parties as part of the Subscription Agreement dated June 30,
2009 (the “Exploration
Account”).  The funds in the Exploration Account (including the
$1,500,000 paid from the Purchase Price) shall be used exclusively for
expenditures related to exploration at the El Aguila property or any of
the other Existing Properties, in accordance with the terms of the Subscription
Agreement dated June 30, 2009.  For greater certainty, the Parties
agree that any expenditure related to the development of underground
infrastructure, including the construction of a decline ramp until the point of
interception with ore, drifts and cross cuts, and associated surface facilities
to support underground development and mining, shall not constitute an Eligible
Expenses, as that term is defined in the Subscription Agreement dated June 30,
2009, and funds in the Exploration Account shall not be used for such
purposes.

     

    (e)           The
remainder of the Purchase Price shall be paid directly to the
Company.

     

    ARTICLE
3

    CONDITIONS
TO CLOSING DATE

     

    
      	
              3.1  

            	
              Conditions
      to the Company’s Obligations to
Close

            


    

     

    The
obligation of the Company to complete the issuance and sale of the Purchased
Shares and tender a certificate for the Purchased Shares shall be subject to
satisfaction on or before the Closing Date of the following conditions precedent
(each of which is acknowledged to be for the exclusive benefit of the Company
and may be waived in whole or in part by the Company in its complete
discretion):

     

    
      	
               
      

            	
              (a)

            	
              All
      of the representations and warranties made by Hochschild in this Agreement
      are true and accurate as of the Closing
Date;

            


    

     

     

     

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              (b)

            	
              All
      covenants to be performed by Hochschild prior to the Closing Date pursuant
      to this Agreement have been
performed;

            


    

     

    
      
        	
                 
      

              	
                (c)

              	
                
                  Hochschild
      has tendered the Purchase Price to the
  Company;

                

              


      

       

    

    
      	
               
      

            	
              (d)

            	
              There
      shall be no Laws, injunction, order or decree which restrains or enjoins
      or otherwise prohibits the issuance and purchase of the Purchased Shares,
      or any action or proceeding pending or threatened against the Company or
      against Hochschild by any government authority or any other Person
      (including a Party hereto) to restrain or prohibit the completion of the
      transactions contemplated by this Agreement;
and

            


    

     

    
      	
               
      

            	
              (e)

            	
              All
      necessary approvals will have been obtained to permit the Purchased Shares
      to be duly issued to, and registered in the name of, Hochschild in
      compliance with all applicable Laws, including regulatory
      approvals.

            


    

     

    
      	
              3.2

            	
              Conditions
      to the Obligations of Hochschild to
Close

            


    

     

               
The obligation of Hochschild to complete the purchase of the Purchased Shares
pursuant to this Agreement shall be subject to the fulfillment of, on or before
the Closing Date, each of the following conditions precedent (each of which is
acknowledged to be for the exclusive benefit of Hochschild and may be waived in
whole or in part by Hochschild in its complete discretion):

     

    (a)           All
of the representations and warranties of the Company made in or pursuant to this
Agreement shall be true and correct as of the Closing Date and with the same
effect as if made at and as of the Closing Date;

     

    (b)           The
Company shall have performed or complied with, in all respects, all of its
obligations, covenants and agreements under this Agreement to be performed or
complied with at or prior to the Closing Date;

     

    (c)           There
shall be no Laws, injunction, order or decree which restrains or enjoins or
otherwise prohibits the issuance and purchase of the Purchased Shares, or any
action or proceeding pending or threatened against Hochschild or against the
Company by any governmental authority or any other Person (including a Party
hereto) to restrain or prohibit the completion of the transactions contemplated
by this Agreement;

     

    (d)           Nothing
has occurred which, in Hochschild’s reasonable opinion, has or could reasonably
be expected to have a Material Adverse Effect on the Company;

     

    (e)           Hochschild
shall have received such written opinions from counsel to the Company (who shall
not be an employee of the Company or any of its Affiliates) dated as of the
Closing Date, addressed to Hochschild and in the form acceptable to Hochschild
and its counsel, each acting reasonably, and which shall, among other things,
include opinions as to the Company's compliance with applicable requirements
under the Securities Act and other United States securities laws and title to
the Existing Properties;

     

     

     

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    (f)           Hochschild
will be furnished with such certificates or other instruments of the Company or
of officers of the Company as Hochschild or Hochschild’s counsel may reasonably
believe necessary in order to establish that the obligations and covenants
contained in this Agreement have been performed or complied with in accordance
with Section 3.2 and that the representations and warranties of the Company
herein given are true and correct at the Closing Date in accordance with Section
3.2(a); and

     

    (g)           All
necessary steps and proceedings will have been taken to permit the Purchased
Shares to be duly issued to, and registered in the name of, Hochschild in
compliance with all applicable Laws, including the Company having obtained all
necessary regulatory approvals.

     

    
      	
              3.3 

            	
              Waiver
      of Condition

            


    

     

    Hochschild,
in the case of a condition set out in Section 3.2, and the Company, in the case
of a condition set out in Section 3.1, will have the exclusive right to waive
before the Closing Date the performance or compliance of such condition in whole
or in part and on such terms as may be agreed upon without prejudice to any of
its rights in the event of non-performance of or non-compliance with any other
condition in whole or in part. Any such waiver will not constitute a waiver of
any other conditions in favor of the waiving party. Such waiving party will
retain the right to complete the sale and purchase of the Purchased Shares
herein contemplated and sue the other party in respect of any breach of the
other party’s covenants or obligations or any inaccuracy or misrepresentation in
a representation or warranty of the other party which gave rise to the
non-performance of or non-compliance with the condition so waived.

     

    
      	
              3.4 

            	
              Actions
      to Satisfy Closing Date Conditions.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Company shall take all such actions as are within its power to control and
      shall use commercially reasonable efforts to cause other actions to be
      taken which are not within its power to control, so as to ensure
      compliance with all of the conditions set forth in Section 3.2 (except to
      the extent any such condition is waived by Hochschild pursuant to Section
      3.3), including ensuring that during the period from the date hereof to
      the Closing Date, there is no breach of any of its representations and
      warranties.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Hochschild
      shall take all such actions as are within its power to control and shall
      use commercially reasonable efforts to cause other actions to be taken
      which are not within its power to control, so as to ensure compliance with
      all of the conditions set forth in Section 3.1 (except to the extent any
      such condition is waived by the Company pursuant to Section 3.3),
      including ensuring that during the period from the date hereof to the
      Closing Date, there is no breach of any of its representations and
      warranties.

            


    

     

     

     

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    ARTICLE
4

    COVENANTS

     

    
      	
              4.1 

            	
              Post-Closing
      Date Covenants of the Company

            


    

     

    The
Company shall comply with all securities regulatory filing requirements on a
timely basis in connection with the distribution of the Purchased Shares to
Hochschild, including filing within the periods stipulated under Securities
Laws, at the Company’s expense, all private placement forms required to be filed
by the Company and paying all filing fees required to be paid in connection
therewith so that the distribution of the Purchased Shares may lawfully occur
without the necessity of filing a prospectus, registration statement or any
similar document under the Securities Laws.  In addition, the Company
agrees to file not later than January 31, 2010 the audit report required by
Section 404 of the Sarbanes-Oxley Act of 2002 (“SARBOX”) under cover of an
amendment to its annual report on Form 10-K for the year ended December 31, 2008
and to provide Hochschild a copy of such amendment.

     

    
      	
              4.2 

            	
              Post-Closing
      Date Covenants of Hochschild

            


    

     

    Since the
Company’s common stock is not presently registered with the United States
Securities and Exchange Commission (the “SEC”) pursuant to the Unites States Securities Exchange
Act of 1934, as amended (the “Exchange Act”), the filing of
beneficial ownership reports with the SEC pursuant to Section 13(d) of the
Exchange Act and Regulation 13D adopted thereunder is not presently required by
the Securities Laws.  Hochschild therefore agrees to notify the
Company in writing not less than 10 days after its beneficial ownership of the
Company’s common stock changes by more than 1% until such time as the Company’s
common stock is registered pursuant to the Exchange Act and beneficial ownership
reports are required to be filed with the SEC under applicable Securities
Laws.

     

    
      	
              4.3 

            	
              Press
      Releases

            


    

     

    
      	
               
      

            	
              (a)

            	
              During
      the period from the date hereof to the Closing Date, no press release or
      other public announcement with respect to this Agreement or the
      transactions contemplated herein will be made by a Party until the text of
      the announcement and the time and manner of its release have been approved
      by the other Party in writing, acting
  reasonably.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      Section 4.3(a), if at any time up to the Closing Date, a Party is bound by
      Law to make a press release or other public announcement, such Party may
      do so, notwithstanding the failure of the other Parties to approve same,
      provided:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      other Party is given at least one (1) Business Day prior written notice of
      the intention to make such announcement and has a reasonable opportunity
      to comment on the announcement; and

            


    

     

     

     

     

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              (ii)

            	
              the
      announcement contains no more information than is necessary to satisfy the
      specific legal requirement.

            


    

     

    
      	
              4.4 

            	
              Commencement
      of Production

            


    

     

    The
Company shall use
commercially reasonable efforts to apply for and secure all necessary permits,
authorization, agreements and surface rights required to (i) commence mining
operations (exploitation) at the El Aguila project, including
but not limited to, those permits, authorizations and agreements specified in
Schedule 5.1(a) and (ii)
conduct exploration and mining development activities at the Existing
Properties.

     

    
      	
              4.5 

            	
              Confidentiality
      and Restraint from Trading
Securities

            


    

     

    Hochschild acknowledges that in
connection with the execution of this Agreement, the Company has disclosed to it
certain non-public information related to the Company.  Hochschild
shall keep such non-public information confidential and shall not disclose such
non-public information without the prior written consent of the
Company.  Hochschild further agrees that while such information
remains non-public, Hochschild shall refrain from trading in the Company’s
securities.  The Company shall notify Hochschild immediately when the
information obtained by Hochschild ceases to be material non-public
information.

     

    ARTICLE
5

    REPRESENTATIONS
AND WARRANTIES OF

    THE
COMPANY

     

    
      	
              5.1 

            	
              Representations,
      Warranties and Covenants of the
Company

            


    

     

    The
Company hereby represents and warrants to, and covenants with, Hochschild as
follows and acknowledges that Hochschild is relying on such representations and
warranties in connection with the transaction contemplated hereby:

     

    (a)           the
Company and its subsidiaries have been duly incorporated and are in good
standing under the laws of their respective jurisdictions, and are current and
up-to-date with all filings required to be made by them in such jurisdiction,
have all requisite corporate power and authority and are duly qualified and
except as disclosed in Schedule 5.1(a), possess
all certificates, authorizations, permits and licences issued by the appropriate
state, municipal, or federal regulatory agencies or bodies necessary (and has
not received or is aware of any modification or revocation to such licences,
authorizations, certificates or permits) to carry on their business as now
conducted and to own the Existing Properties and their other assets and the
Company and its subsidiaries have all requisite corporate power and authority to
execute, deliver, perform and carry out their obligations under this
Agreement.

     

    (b)           except
as disclosed in Schedule 5.1(b), since
September 30, 2009, there has been no change to the Company (actual, or to the
knowledge of the Company, proposed or prospective, whether financial or
otherwise) that would cause a Material Adverse Effect to the Company, which has
not been disclosed to the public and, in all material respects, the business of
the Company has been carried on in the usual and ordinary course consistent with
past practice, to the extent that such past practice is consistent with the
current business direction of the Company.

     

     

    11

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)          this
Agreement constitutes a legal, valid and binding obligation of the Company,
enforceable in accordance with its terms;

     

    (d)          the
execution, delivery and performance by the Company of its obligations under this
Agreement and the issuance, sale and delivery of the Purchased Shares by the
Company:

     

    
      	
               
      

            	
              (i)

            	
              has
      been duly authorized by all necessary action on the part of the
      Company;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              does
      not require the approval, authorization, consent or order of, and no
      filing, registration or recording with, any governmental authority having
      jurisdiction over the Company in connection with the execution and
      delivery or with the performance by the Company of this
      Agreement;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              does
      not require the consent, approval, authorization, registration or
      qualification of or with any governmental authority, stock exchange,
      securities commission or other regulatory authority or other third party;
      and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              does
      not and will not (or will not with the giving of notice, the lapse of time
      or the happening of any other event or condition) result in a violation of
      any of the terms or provisions of any law applicable to the Company, a
      breach or a violation of, or conflict with or result in a default under,
      or allow any other person to exercise any rights under, any of the terms
      or provisions of the articles, by-laws or resolutions of the Board of
      Directors (or any committee thereof) or security holders of the Company,
      or any judgment, decree, order or award of any court, governmental body or
      arbitrator having jurisdiction over any of them, or any agreement, license
      or permit to which any of them is a
party;

            


    

     

    (e)          as
of the close of business on December 15, 2009, the authorized capital of
the Company consists of 60,000,000 shares of common stock and 5,000,000 shares
of preferred stock, of which 46,095,489 shares of common stock are issued and
outstanding as fully paid and non-assessable, and the Company has no other
shares of any kind issued and outstanding;

     

    (f)          as
at the date of this Agreement there are outstanding Options to acquire an
aggregate of up to 3,745,000 shares of Company common stock, of which 1,075,000
were issued subsequent to the execution of the Strategic Alliance Agreement and
are described in more detail in Schedule 5.1(f)
hereto.  Except for the Options, no person, except Hochschild, holds
any Convertible Securities of the Company or any of its subsidiaries or is
entitled to any pre-emptive or any similar rights to subscribe for any Shares or
other securities of the Company or any of its subsidiaries;

     

     

     

    12

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (g)          as
at the date of this Agreement, Hochschild owns 11,000,000 Shares of common stock
(“Hochschild Shares”)
representing 23.90% of the issued and outstanding Shares on a non-diluted basis
and immediately following the Closing, Hochschild will own the Purchased Shares
and the Purchased Shares and Hochschild Shares will collectively represent 27.0%
of the then-issued and outstanding Shares on a non-diluted basis, assuming no
other issuance of shares between the date of this Agreement and the Closing
Date;

     

    (h)          as
at the date of this Agreement, there is no Contract or any other right of
another Person binding upon or which at any time in the future may become
binding upon the Company or any of its subsidiaries: (i) to allot or issue any
unissued shares thereof to any Person, except the Options; (ii) to create any
additional class of shares of the Company or any of its subsidiaries; (iii) to
sell, transfer, assign, pledge, mortgage or in any way dispose of or encumber
any securities of the Company or any of its subsidiaries to or in favour of any
Person; or (iv) to sell, transfer, assign, pledge, mortgage or in any other way
dispose of or encumber any of the assets of the Company or any of its
subsidiaries other than in the ordinary course of business;

     

    (i)          to
the knowledge of the Company, no agreement is in force or effect which in any
manner affects the voting or control of any of the securities of the Company or
any of its subsidiaries and, to the knowledge of the Company, following the
Closing Date and except for the Strategic Alliance Agreement, there will be no
shareholders’ agreement, voting trust agreement or other agreement (i) governing
or otherwise affecting the voting rights associated with any securities of the
Company; or (ii) restricting or otherwise affecting the power and authority of
the directors of the Company;

     

    (j)          except
as set forth in Schedule
5.1(j), the Company and each subsidiary is in compliance with its
obligations under all applicable securities laws and has filed and made timely
and accurate disclosure in reports and all other documents required to be filed
under securities laws applicable thereto;

     

    (k)          neither
the Company, nor any person acting on its behalf has, directly or indirectly,
(i) made offers or sales of any security, or solicited offers to buy any
security, under circumstances that would require the distribution of the
Purchased Shares to be qualified by a prospectus filed in accordance with the
Securities Laws or (ii) has engaged in any advertisement of Company shares
in any printed media of general and regular paid circulation, radio or
television or any other form of advertising in connection with the offer and
sale of Company shares that would require filing of a prospectus;

     

    (l)          the
Purchased Shares to be issued have been, or prior to the Closing Date (as
defined in Section 2.5) will have been, duly created and, when issued and
delivered to Hochschild, the Purchased Shares will be validly issued as fully
paid Shares and will not have been issued in violation of or subject to any
pre-emptive rights or contractual rights to purchase securities issued by the
Company;

     

     

     

    13

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (m)          no
securities commission, stock exchange or comparable authority has issued any
order preventing or suspending the distribution of the Purchased Shares or the
trading of securities of the Company generally and the Company is not aware of
any investigation, order, inquiry or proceeding which has been commenced or
which is pending, contemplated or threatened by any such authority;

     

    (n)          the
common stock currently trades in the Over-the-Counter market and is quoted on
the Bulletin Board system maintained by FINRA and no order ceasing or suspending
trading in any securities of the Company or the trading of any of the Company's
issued securities is currently outstanding and no proceedings for such purpose
are, to the knowledge of the Company, pending or threatened;

     

    (o)          except
as otherwise publicly disclosed by the Company, the Company has carried out its
affairs in compliance in all material respects with the terms and provisions of
applicable Laws and is not in material violation of or in material default in
the performance of any mortgage, note, indenture, deed of trust, contract,
agreement (written or oral), instrument, lease, licence or other document to
which it is a party or by which it is bound or to which its property or assets
or any of them is subject, and no event has occurred which with notice or lapse
of time or both would constitute such a default and all such contracts,
agreements and arrangements are in good standing;

     

    (p)          the
Company and each of its subsidiaries has duly and in a timely manner filed all
Tax Returns that are required to be filed by them and all such Tax Returns are
correct or complete in all respects; and, to the knowledge of the Company and
except as disclosed in Schedule 5.1(p), there
are no audits of the Tax Returns of the Company or any of its subsidiaries by
any Authority pending and there are no outstanding claims or Liens for Taxes on
the assets of the Company or any of its subsidiaries;

     

    (q)          except
as disclosed in Schedule
5.1(q), there is no Contract to which the Company or its subsidiaries is
a party or by which any of them or their respective properties or assets are
bound that (a) if terminated, would reasonably be expected to have a material
adverse effect on the Company; or (b) is a contract that contains any
non-competition obligations or otherwise restricts in any material way the
business of the Company or its subsidiaries;

     

    (r)          the
Company and each of its subsidiaries has performed in all material respects all
respective obligations required to be performed by them to date under any
material contracts and are not, and are not to the knowledge of the Company,
alleged to be in breach or default in any material respect
thereunder;

     

    (s)          except
as disclosed in Schedule
5.1(s), neither the Company nor its subsidiaries are parties to, bound by
or subject to any debt instrument, or any agreement, contract or commitment to
create, assume or issue any debt instrument;

     

    (t)          the
Audited Financial Statements and the Unaudited Financial Statements have been
prepared in accordance with generally accepted accounting principles (“GAAP”)
applied on a basis consistent with those of preceding fiscal periods (except
that the Unaudited Financial Statements do not contain all of the footnotes that
would be required by GAAP and have been prepared in accordance with the rules of
the United States Securities and Exchange Commission pertaining to condensed
interim statements) and the statements present fairly the assets, liabilities
and financial condition of the Company as at the dates and for the periods
indicated in such financial statements;

     

     

     

    14

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (u)          neither
the Company nor any of its subsidiaries has been in material violation of any
Environmental Laws or Permits and there are no orders, rulings or directives
issued, pending or, to the knowledge of the Company, threatened against the
Company or any of its subsidiaries under or pursuant to any Environmental
Laws;

     

    (v)          the
Company and its subsidiaries hold either freehold title, mining leases, mining
claims or other conventional property, proprietary or contractual interests or
rights, recognized in the jurisdiction in which a particular property is located
in respect of the ore bodies and minerals located in its Existing Properties
under valid, subsisting and enforceable title documents or other recognized and
enforceable agreements or instruments, which are currently sufficient to permit
the Company through its subsidiaries to explore the minerals relating thereto,
and all such property, leases or claims and all property, leases or claims in
which the Company or the subsidiaries have any interest or right have been
validly located and recorded in accordance with all applicable laws and are
valid and subsisting;

     

    (w)          the
Company’s subsidiaries have obtained surface rights, access rights and other
rights to only portions of its holdings as follows: the El Aguila Project has
been granted surface rights for exploration (including the La Arista underground
vein deposit)  and surface rights for exploitation (the El Aguila open
pit) in the area of its mining sites and mill site and has received the permit
for surface disturbance at the portal of underground mine for La Arista deposit;
Las Margaritas has been granted surface rights for exploration on a portion of
its claims; El Rey has been granted surface rights for exploration on a portion
of its claims; and no surface rights have been obtained for exploration at the
Solaga or Alta Gracia properties;

     

    (x)          the
Company has not declared or paid, or committed to declare or pay, any amount to
any person in respect of a performance or incentive or other bonus in connection
with the completion of the transaction contemplated by this
Agreement;

     

    (y)          the
Company’s subsidiaries have timely filed applications with the
relevant  authorities to obtain all necessary permits required to
commence mining operations (exploitation) at the  El Aguila project, including
but not limited to: (i) the rights to use groundwater; and (ii) authorization
for the purchase, storage and use of explosives;

     

    (z)          neither
the Company nor any of its subsidiaries is subject to any claim for wrongful
dismissal, constructive dismissal or any other claim or any litigation relating
to its employees or independent contractors (including any termination of such
persons) nor to the Company’s knowledge are any such claims or litigation
threatened, other than those claims or such litigation as would individually or
in the aggregate not have a material adverse effect on the Company;

     

     

     

    15

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (aa)          there
are no actions, suits, proceedings or inquiries pending or, to the knowledge of
the Company, threatened against or affecting the Company or its subsidiaries or
their property or assets at law or in equity or before or by any federal,
municipal or other governmental department, court, commission, board, bureau,
agency or instrumentality;

     

    (bb)          except
as set forth in Schedule
5.1(bb), there is and has been no failure on the part of the Company or
any of the Company’s directors or officers, in their capacities as such, to
comply in all material respects with any applicable provision of SARBOX and the
rules and regulations promulgated in connection therewith, including Section 402
related to loans and Sections 302 and 906 related to
certifications.

     

    (cc)          the
Company acknowledges that the representations, warranties, acknowledgements and
agreements contained herein are made by the Company with the intent that they
may be relied upon by Hochschild in deciding to subscribe for the Purchased
Shares.  The Company further agrees that it shall represent and
warrant that except as set forth in such representation or warranty, the
foregoing representations and warranties will be true and correct as at the
Closing Date with the same force and effect as if they had been made by the
Company at the Closing Date and that they shall survive the purchase by
Hochschild of the Purchased Shares. The Company undertakes to notify Hochschild
immediately of any change in any representation, warranty or other information
relating to the Company set forth herein which takes place prior to the Closing
Date.  For greater certainty, the Company acknowledges that Hochschild
is relying upon the representations and warranties of the Company in entering
into this Agreement and confirms that no investigation made by Hochschild or its
representatives will affect Hochschild’s right to rely on any such
representation and warranty made by the Company in this Agreement.

     

    ARTICLE
6

    ACKNOWLEDGEMENTS,
COVENANTS, REPRESENTATIONS

    AND
WARRANTIES OF HOCHSCHILD

     

    
      	
              6.1 

            	
              Acknowledgements,
      Representations, Warranties and Covenants of
  Hochschild

            


    

     

    Hochschild
hereby represents and warrants to, and covenants with, the Company as follows
and acknowledges that the Company is relying on such representations and
warranties in connection with the transactions contemplated herein:

     

    (a)           Hochschild
certifies that it is resident in the jurisdiction set out on the signature page
of this Agreement.  Such address was not created and is not used
solely for the purpose of acquiring the Shares and Hochschild was solicited to
purchase in such jurisdiction;

     

    (b)           Hochschild
is not a U.S. Person (as defined in Rule 902(k) of Regulation S under the
Securities Act);

     

    (c)           Hochschild
is subscribing for the Purchased Shares for its own account and not for the
account of a U.S. Person or for resale in the United States and Hochschild
confirms that the Purchased Shares have not been offered to Hochschild in the
United States and that this Agreement has not been signed in the United
States;

    
 

     

     

    16

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)           Hochschild
acknowledges that the Purchased Shares have not been registered under the
Securities Act and may not be offered or sold in the United States or to a U.S.
Person unless the securities are registered under the Securities Act and all
applicable state securities laws or an exemption from such registration
requirements is available, and further agrees that hedging transactions
involving such securities may not be conducted unless in compliance with the
Securities Act;

     

    (e)           Hochschild
understands that the Company is the seller of the Purchased Shares and that, for
purposes of Regulation S, a “distributor” is any underwriter, dealer or other
person who participates, pursuant to a contractual arrangement, in the
distribution of securities sold in reliance on Regulation S and that an
“affiliate” is any partner, officer, director or any person directly or
indirectly controlling, controlled by or under common control with any person in
question. Except as otherwise permitted by Regulation S, Hochschild agrees that
it will not, during a one year distribution compliance period, act as a
distributor, either directly or through any affiliate, or sell, transfer,
hypothecate or otherwise convey the Purchased Shares or underlying securities
other than to a non-U.S. Person;

     

    (f)           Hochschild
acknowledges and understands that in the event the Purchased Shares are offered,
sold or otherwise transferred by Hochschild to a non-U.S Person prior to the
expiration of a one year distribution compliance period, the purchaser or
transferee must agree not to resell such securities except in accordance with
the provisions of Regulation S, pursuant to registration under the Securities
Act, or pursuant to an available exemption from registration; and must further
agree not to engage in hedging transactions with regard to such securities
unless in compliance with the Securities Act;

     

    (g)           Hochschild
will not offer, sell or otherwise dispose of the Purchased Shares in the United
States or to a U.S. Person unless (A) the Company has consented to such offer,
sale or disposition and such offer, sale or disposition is made in accordance
with an exemption from the registration requirements under the Securities Act
and the securities laws of all applicable states of the United States or (B) the
SEC has declared effective a Registration Statement in respect of such
securities;

     

    (h)           The
execution and delivery of this Agreement, the performance and compliance with
the terms hereof, the subscription for the Purchased Shares and the completion
of the transactions described herein by Hochschild will not result in any
material breach of, or be in conflict with, or constitute a material default
under, or create a state of facts that, after notice or lapse of time, or both,
would constitute a material default under any term or provision of the
constating documents, by-laws or resolutions of Hochschild, the securities laws
or any other Laws applicable to Hochschild, any agreement to which Hochschild is
a party, or any judgment, decree, order, statute, rule or regulation applicable
to Hochschild;

     

     

     

    17

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (i)           Hochschild
is subscribing for the Purchased Shares as principal for its own account and not
for the benefit of any other person (within the meaning of applicable securities
laws);

     

    (j)           This
Agreement has been duly authorized, executed and delivered by, and constitutes a
legal, valid and binding agreement of, Hochschild.  This Agreement is
enforceable in accordance with its terms against Hochschild;

     

    (k)           Hochschild
is duly incorporated and is validly subsisting under the laws of its
jurisdiction and has all requisite legal and corporate power and authority to
execute and deliver this Agreement, to subscribe for the Purchased Shares as
contemplated herein and to carry out and perform its obligations under the terms
of this Agreement;

     

    (l)           Hochschild
has been advised to consult its own legal advisors with respect to trading in
the Purchased Shares, and with respect to the resale restrictions imposed by the
securities laws of the jurisdiction in which Hochschild resides and other
applicable securities laws, and acknowledges that no representation has been
made respecting the applicable hold periods imposed by the securities laws or
other resale restrictions applicable to such securities that restrict the
ability of Hochschild to resell such securities, that Hochschild is solely
responsible to find out what these restrictions are and Hochschild is solely
responsible (and the Company is not in any way responsible) for compliance with
applicable resale restrictions and Hochschild is aware that it may not be able
to resell such securities except in accordance with limited exemptions under the
securities laws and other applicable securities laws;

     

    (m)           No
person has made any written or oral representations:

     

    (i)           that
any person will resell or repurchase the Purchased Shares;

     

    (ii)           that
any person will refund the Purchase Price; or

     

    (iii)           as
to the future price or value of the Purchased Shares;

     

    (n)           There
are risks associated with the purchase of and investment in the Purchased Shares
and Hochschild has such knowledge and experience that it is capable of
evaluating the merits and risks of an investment in the Purchased Shares and
fully understands the restrictions on resale of the Purchased Shares and is
capable of bearing the economic risk of the investment;

     

    (o)           The
funds representing the Purchase Price that will be paid by Hochschild to the
Company hereunder, will not represent proceeds of crime for the purposes of
United States anti-terrorist legislation and Hochschild acknowledges that the
Company may in the future be required by law to disclose Hochschild's name and
other information relating to this Agreement and Hochschild's subscription
hereunder pursuant to such legislation.  To the best of its knowledge
(a) none of the Purchase Price to be provided by Hochschild (i) has been or will
be derived from or related to any activity that is deemed criminal under the
laws of the United States of America, or any other jurisdiction, or (ii) is
being tendered on behalf of a person or entity who has not been identified to
Hochschild, and (b) it shall promptly notify the Company if Hochschild discovers
that any of such representations ceases to be true, and to provide the Company
with appropriate information in connection therewith;

     

     

     

    18

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (p)           Hochschild
acknowledges that no securities commission, agency, governmental authority,
regulatory body, stock exchange or other regulatory body or similar regulatory
authority has reviewed or passed on the merits of the Purchased
Shares;

     

    (q)           Hochschild
acknowledges that the Purchased Shares may be subject to statutory resale
restrictions under the securities laws of the jurisdiction in which Hochschild
resides and under other applicable securities laws, and Hochschild covenants
that it will not resell the Shares except in compliance with such laws and
Hochschild acknowledges that it is solely responsible (and in no way is the
Company responsible) for such compliance;

     

    (r)           Hochschild
acknowledges that the certificates representing the Purchased Shares, and all
certificates issued in substitution or exchange thereof, will bear a legend
substantially in the following form:

     

    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO GOLD RESOURCE
CORPORATION (“GRC”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904
OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR
144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN
A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE,
FURNISHED TO GRC AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER
CASE REASONABLY SATISFACTORY TO GRC.  HEDGING TRANSACTIONS INVOLVING
THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S.
SECURITIES ACT.

     

    (s)           Hochschild
acknowledges that the Company is relying on the representations, warranties and
covenants contained herein to determine Hochschild’s eligibility to subscribe
for the Purchased Shares under applicable securities laws.  Hochschild
undertakes to immediately notify the Company of any change in any statement or
other information relating to Hochschild set forth in this Agreement which takes
place prior to the Closing Date;

     

     

     

    19

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (t)           Hochschild
acknowledges that it is responsible for obtaining such legal and tax advice as
it considers appropriate in connection with the execution, delivery and
performance of this Agreement and the transactions contemplated under this
Agreement;

     

    (u)           Hochschild
has reviewed (i) the annual report on Form 10-K for the fiscal year ended
December 31, 2008; (ii) the quarterly reports on Form 10-Q for the quarters
ended March 31, 2009, June 30, 2009 and September 30, 2009; and (iii)
all other reports filed with the United States Securities and Exchange
Commission by the Company since September 30, 2009, each of which is
available from the Public Reference Room of the SEC or on its web site at http://www.sec.gov.  Hochschild's
decision to purchase the Purchased Shares was based solely on the
representations in this Agreement and the filings of the Company with the SEC
itemized immediately above, and no person or entity has made any representations
or warranties excepts as set forth herein;

     

    (v)           There
are risks associated with the purchase of the Shares and Hochschild may lose its
entire investment.  These risks include those itemized in the
Company’s filings with the SEC itemized above.  Hochschild
acknowledges having read these risks and understands them.

     

    (w)           Hochschild
has had the opportunity to ask questions of, and receive answers from, the
officers and directors of the Company regarding the offering, the Company or any
other information relevant to Hochschild’s investment;

     

    (x)           Hochschild
acknowledges the following: (i) this Agreement requires Hochschild to provide
certain information to the Company; (ii) such information is being collected by
the Company for the purposes of completing the offering, which includes, without
limitation, determining Hochschild’s eligibility to purchase the Purchased
Shares under the applicable securities laws, preparing and registering
certificates representing Purchased Shares to be issued to Hochschild and
completing filings required by any stock exchange or securities regulatory
authority; (iii) Hochschild’s information may be disclosed by the Company to:
(A) stock exchanges or securities regulatory authorities; and (B) the Company’s
advisors, including legal counsel and may be included in record books in
connection with the offering. By executing this Agreement, Hochschild is deemed
to be consenting to the foregoing collection, use and disclosure of Hochschild’s
information.  Hochschild also consents to the filing of copies or
originals of this Agreement as may be required to be filed with any stock
exchange or securities regulatory authority in connection with the transactions
contemplated hereby;

     

    (y)           Hochschild
consents to the Company making a notation on its records and giving instructions
to any transfer agent of the Company in order to implement the restrictions on
transfers set forth and described herein, and Hochschild understands and
acknowledges that the Company may instruct the registrar and transfer agent of
the Company not to record a transfer without first being notified by the Company
that it is satisfied that such transfer is exempt from or not subject to
registration under the Securities Act.

     

     

     

     

    20

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
7

    SURVIVAL
OF REPRESENTATIONS,

    WARRANTIES
AND COVENANTS

     

    
      	
              7.1 

            	
              Survival
      of Representations, Warranties and Covenants of the
  Company

            


    

     

    Unless
otherwise stated herein, the representations, warranties and covenants of the
Company contained in this Agreement shall survive the Closing Date for a period
of two years and, notwithstanding such Closing Date or any investigation made by
or on behalf of Hochschild with respect thereto, shall continue in full force
and effect for the benefit of Hochschild.

     

    
      	
              7.2 

            	
              Survival
      of Representations, Warranties and Covenants of
  Hochschild

            


    

     

    The
representations, warranties and covenants of Hochschild contained in this
Agreement shall survive the Closing Date for a period of two years and,
notwithstanding such Closing Date or any investigation made by or on behalf of
the Company with respect thereto and notwithstanding any subsequent disposition
by Hochschild of any of the Purchased Shares, shall continue in full force and
effect.

     

    ARTICLE
8

    TERMINATION

     

    
      	
              8.1 

            	
              Termination.

            


    

     

    This
Agreement may be terminated at any time prior to the Closing Date
by:

     

    
      	
               
      

            	
              (a)

            	
              Hochschild
      if (i) at the Closing Date, any of the conditions specified in Section 3.2
      has not been satisfied in full; (ii) there has been a material violation
      or material breach by the Company of any covenant, representation or
      warranty or other agreement contained in this Agreement such that any
      condition specified in Section 3.2 would be incapable of being satisfied
      at the Closing Date, and such violation or breach is not waived by
      Hochschild or, in the case of a covenant breach, cured by the Company by
      the earlier of ten days (or such longer period of time as may be required
      provided the Company is diligently pursuing such cure) after written
      notice thereof by Hochschild, or the Closing;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Company if (i) at the Closing Date, any of the conditions specified in
      Section 3.1 has not been satisfied in full; (ii) there has been a material
      violation or material breach by Hochschild of any covenant, representation
      or warranty or other agreement contained in this Agreement such that any
      condition specified in Section 3.1 would be incapable of being satisfied
      at the Closing Date, and such violation or breach is not waived by the
      Company or, in the case of a covenant breach, cured by Hochschild by the
      earlier of ten days (or such longer period of time as may be required
      provided the Company is diligently pursuing such cure) after written
      notice thereof by the Company, or the
Closing;

            


    

     

     

     

     

    21

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (c)

            	
              by
      written agreement of the Parties;
or

            


    

     

    
      	
               
      

            	
              (d)

            	
              by
      either Hochschild or the Company if the Closing has not occurred by
      December 23, 2009 (other than due to the fault or negligence of the Party
      purporting to exercise this termination right), which date may be extended
      with the written consent of both
Parties.

            


    

     

    
      	
              8.2 

            	
              Effect
      of Termination.

            


    

     

    If this
Agreement is terminated pursuant to Section 8.1, all obligations of the Parties
under or pursuant to this Agreement will terminate without further liability of
any Party to the other except for the provision of Section 10.3 relating to
expenses, Section 4.3 relating to press releases and this Section 8.2, provided
that nothing herein will relieve any Party from liability for any breach of this
Agreement occurring before its termination.

     

    


    ARTICLE
9

    INDEMNIFICATION

     

    
      	
              9.1 

            	
              Indemnification
      by the Company

            


    

     

    The
Company will indemnify and save harmless Hochschild and the directors, officers,
employees and agents of Hochschild (collectively, the “Hochschild Indemnitees”) from
and against all Claims incurred by any one or more of Hochschild Indemnitees
directly or indirectly resulting from any breach of any covenant of the Company
contained in this Agreement or from any inaccuracy or misrepresentation in any
representation or warranty set forth in Section 5.1.

     

    
      	
              9.2 

            	
              Indemnification
      by Hochschild

            


    

     

    Hochschild
will indemnify collectively and save harmless the Company and the directors,
officers, employees and agents of the Company (collectively, the “Company Indemnitees”) from and
against all Claims incurred by any one or more of the Company Indemnitees
directly or indirectly resulting from any breach of any covenant of Hochschild
contained in this Agreement or from any inaccuracy or misrepresentation in any
representation or warranty set forth in Section 6.1.

     

    ARTICLE
10

    MISCELLANEOUS

     

    
      	
              10.1 

            	
              Notice

            


    

     

    All
notices or other communications required or permitted to be given by one party
to another by the terms hereof shall be given in writing by personal delivery or
facsimile delivered to such other party as follows:

     

     

     

    22

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    To the
Company:

     

    Gold Resource Corporation

    222 Milwaukee St., Suite
301

    Denver,
CO  80206

    Attention:  William Reid,
President

    Facsimile No.: (303)
320-7835

     

    To
Hochschild:

     

    Hochschild Mining Holdings
Limited

    Calle La Colonia 180

    Surco, Lima 33, Peru

    Attention:  Jose A.
Palma

    Facsimile
No.:  +511-437-5009

     

    or at
such other address or facsimile number as may be given by either of them to the
other in writing from time to time and such other notices or communications
shall be deemed to have been received when delivered or, if by facsimile, on the
next business day after such notice or other communication has been transmitted
by facsimile (with receipt confirmed).

     

    
      	
              10.2 

            	
              Further
      Assurances

            


    

     

    Each of
the Parties hereto upon the request of each of the other Parties hereto, whether
before or after the Closing Date, shall do, execute, acknowledge and deliver or
cause to be done, executed, acknowledged and delivered all such further acts,
deeds, documents, assignments, transfers, conveyances, powers of attorney and
assurances as may reasonably be necessary or desirable to complete the
transactions contemplated herein.

     

    
      	
              10.3 

            	
              Costs
      and Expenses

            


    

     

    All costs
and expenses (including, without limitation, the fees and disbursements of legal
counsel) incurred in connection with this Agreement and the transactions herein
contemplated shall be paid and borne by the party incurring such costs and
expenses.

     

    
      	
              10.4

            	
              Taxes

            


    

    


    Hochschild
does not assume and will not be liable for any Taxes which may be or become
payable by the Company, including any Taxes resulting from or arising as a
consequence of the issuance by the Company of any Purchased Shares to Hochschild
herein contemplated, and the Company will indemnify and save harmless
Hochschild, its Affiliates and their respective directors, officers, employees
and agents from and against all such Taxes.

     

    
      	
              10.5 

            	
              Applicable
      Law

            


    

     

    This
Agreement shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the laws of the State of New York and the laws
of the United States applicable therein. Any and all disputes arising under this
Agreement, whether as to interpretation, performance or otherwise, shall be
subject to the non-exclusive jurisdiction of the courts of Colorado and each of
the Parties hereto hereby irrevocably attorns to the jurisdiction of the courts
of such state.

     

     

     

     

    23

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              10.6 

            	
              Entire
      Agreement

            


    

     

    This
Agreement, together with the Confidentiality and Non-Disclosure Agreement and
the Strategic Alliance Agreement, constitute the entire agreement between the
parties with respect to the transactions contemplated herein and cancels and
supersedes any prior understandings, agreements, negotiations and discussions
between the parties.  There are no representations, warranties, terms,
conditions, undertakings or collateral agreements or understandings, express or
implied, between the parties hereto other than those expressly set forth in this
Agreement or in any such agreement, certificate, affidavit, statutory
declaration or other document as aforesaid.  This Agreement may not be
amended or modified in any respect except by written instrument executed by each
of the Parties hereto.

     

    
      	
              10.7 

            	
              Counterparts

            


    

     

    This
Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original and all of which together shall constitute one and the
same Agreement. Counterparts may be delivered either in original or faxed form
and the parties adopt any signature received by a receiving fax machine as
original signatures of the parties.

     

    
      	
              10.8 

            	
              Assignment

            


    

     

    This
Agreement may not be assigned by either party except with the prior written
consent of the other parties hereto.

     

    
      	
              10.9 

            	
              Enurement

            


    

     

    This
Agreement shall enure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, successors (including any successor by
reason of the amalgamation or merger of any party), administrators and permitted
assigns.

     

    
      	
              10.10 

            	
              Language

            


    

     

    It is the express wish of Hochschild
that the Agreement and any related documentation be drawn up in
English.

     

    


     

    [SIGNATURE
PAGE TO FOLLOW]

     

     

     

     

     

     

    24


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       

      
        
          	 	GOLD RESOURCE
      CORPORATION	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ William W. Reid	 
	 	 	William
      W. Reid, President	 
	 	 	
                  Authorized
      Signing Officer

                	 
	 	 	
                   

                   

                   

                   

                   

                	 


        

        
          	 	
                  HOCHSCHILD
      MINING HOLDINGS LTD.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Miguel Aramburu	 
	 	 	
                  Miguel
      Aramburu

                  Director

                	 
	 	 	Country
      of Domicile:  Peru	 


        

      

       

       

       

       

    

     

     

     

     

     

     

     

    25